Noncontrolling Interests

Noncontrolling interests represent the portion of net assets in consolidated subsidiaries that are not attributable, directly or indirectly, to the Partnership. For accounting purposes, the holders of noncontrolling interests of the Partnership include the Sponsors, which are SunPower and First Solar, as described in “—Note 1—Description of Business,” and third-party investors under the tax equity financing facilities. As of August 31, 2017 and November 30, 2016, First Solar and SunPower had noncontrolling interests of 28.0% and 36.5%, respectively, in OpCo.

In addition, certain subsidiaries of OpCo have entered into tax equity financing facilities with third-party investors under which the parties invest in entities that hold the solar power systems. The Partnership, through OpCo, holds controlling interests in these less-than-wholly-owned entities and has therefore fully consolidated these entities. The Partnership accounts for the portion of net assets using the HLBV Method in the consolidated entities attributable to the investors as “Redeemable noncontrolling interests” and “Noncontrolling interests” in its unaudited condensed consolidated financial statements. Noncontrolling interests in subsidiaries that are redeemable at the option of the noncontrolling interest holder are classified as “Redeemable noncontrolling interests in subsidiaries” between liabilities and equity on the unaudited condensed consolidated balance sheets and the balance is the greater of the carrying value calculated under the HLBV Method or the redemption value.

During the three and nine months ended August 31, 2017, OpCo acquired noncontrolling interests totaling $0.7 million and $1.7 million, respectively. Please read “—Note 2—Business Combinations” for further details. During the three and nine months ended August 31, 2016, OpCo acquired noncontrolling interests totaling $0.6 million and $36.8 million, respectively. Please read “—Note 3—Business Combinations” of the 2016 10-K for further details.

As of August 31, 2017 and November 30, 2016, redeemable noncontrolling interests attributable to tax equity investors after adjusting the carrying amount to the redemption value was $17.3 million and $17.6 million, respectively, and noncontrolling interests attributable to tax equity investors were $43.3 million and $40.8 million, respectively.

During the three months ended August 31, 2017 and August 31, 2016 such indirect subsidiaries of OpCo received $5.6 million and zero, respectively, contributions from third-party investors under the related facilities and attributed $1.6 million and $24.3 million, respectively, in losses to the third-party investors primarily as a result of allocating certain assets, including tax credits, if any, to the investors. During the nine months ended August 31, 2017 and August 31, 2016 such indirect subsidiaries of OpCo received $24.4 million and $47.2 million, respectively, contributions from third-party investors under the related facilities and attributed $17.1 million and $112.1 million, respectively, in losses to the third-party investors primarily as a result of allocating certain assets, including tax credits, if any, to the investors.

During the three months ended August 31, 2017 and August 31, 2016, such indirect subsidiaries of OpCo made distributions to third-party investors under the related facilities of $2.7 million and $2.3 million, respectively. During the nine months ended August 31, 2017 and August 31, 2016, such indirect subsidiaries of OpCo made distributions to third-party investors under the related facilities of $6.7 million and $4.9 million, respectively.

The following table presents the noncontrolling interest balances by entity, reported in shareholders’ equity in the unaudited condensed consolidated balance sheets as of August 31, 2017 and November 30, 2016:



	As of
(in thousands)	August 31, 2017		November 30, 2016
First Solar	$	236,746	$	238,210
SunPower	309,440		311,327
Tax equity investors	43,313		40,794
Total	$	589,499	$	590,331